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EXHIBIT 99.3
Terms Agreement, dated February 22, 2001
referred to in the Underwriting Agreement
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UNION PLANTERS CORPORATION
7.75% Subordinated Notes due 2011
TERMS AGREEMENT
Dated: February 22, 2001
To: Union Planters Corporation
Union Planters Administrative Center
0000 Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Re: Underwriting Agreement dated February 22, 2001.
Dear Sirs:
We understand that Union Planters Corporation, a Tennessee corporation
(the "Company"), proposes to issue and sell $500,000,000 aggregate principal
amount of its subordinated debt securities (the "Debt Securities"). This
Agreement is the Terms Agreement referred to in the underwriting agreement dated
February 22, 2001 (the "Underwriting Agreement"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, the
Underwriters named below (the "Underwriters") offer to purchase, severally and
not jointly, the respective amounts of Debt Securities set forth below.
Principal
Amount
of
Debt
Name of Underwriter Securities
------------------- ------------
Xxxxxxx Xxxxx Barney Inc. $375,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated 50,000,000
Credit Suisse First Boston Corporation 25,000,000
Xxxxxx Brothers Inc. 25,000,000
Xxxxxx Xxxxxxx & Co. Incorporated 25,000,000
------------
Total $500,000,000
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Debt Securities
Title of Debt Securities: 7.75% Subordinated Notes due 2011
Principal amount to be issued: $500,000,000
Senior or Subordinated: Subordinated
Currency: United States dollars
Current ratings: Xxxxx'x: Baa2 and S&P: BBB-
Interest rate or formula: 7.75%
Interest payment dates: March 1 and September 1
Date of maturity: March 1, 2011
Redemption provisions: None
Sinking fund requirements: None
Initial public offering price: 99.82% of the principal amount, plus accrued
interest, if any, from February 27, 2001.
Purchase price: 99.17% of the principal amount, plus accrued interest, if any,
from February 27, 2001 (payable in immediately available funds).
Listing requirement: None
Closing date and location: 9:00 A.M., New York City time, February 27, 2001 at
the offices of Xxxxx & Xxxx LLP, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000
Additional representations, if any: None
Lock-up provisions: Pursuant to Section 3(j) of the Underwriting Agreement, the
lock-up period shall be from the date hereof to and including the
Closing Time.
Other terms and conditions: None
Each Underwriter severally agrees, subject to the terms and provisions
of the above referenced Underwriting Agreement, which is incorporated herein in
its entirety and made a part hereof, to purchase the principal amount of Debt
Securities set forth opposite its name.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed in said State.
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If the foregoing is in accordance with your understanding of the
agreement between us and the Company, please sign and return to us a counterpart
hereof, whereupon this instrument, along with all counterparts and together with
the Underwriting Agreement, shall be a binding agreement between the
Underwriters named herein and the Company in accordance with its terms and the
terms of the Underwriting Agreement.
Very truly yours,
XXXXXXX XXXXX BARNEY INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXX BROTHERS INC.
XXXXXX XXXXXXX & CO. INCORPORATED
By: XXXXXXX XXXXX BARNEY INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Confirmed and accepted as of
the date first above written:
UNION PLANTERS CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Senior Vice President and
Corporate Treasurer
